Affiliate Program Terms

1. Who the parties are

An affiliate program is run by a creator organisation, not by Intelligena. The creator sets the commission rate, the attribution window, the hold period and the minimum payout, and decides who is admitted to their program.

Intelligena provides the software that tracks referrals, calculates commission and instructs payment. We are not a party to the commercial arrangement between you and a creator, we do not guarantee any creator’s obligations to you, and we are not liable for a creator’s decisions about their own program. This document governs your use of that software and your conduct on the platform.

2. Joining, approval and suspension

• You join by redeeming an invite code issued by a creator. Redeeming it is your acceptance of these Terms.
• Approval is the creator’s decision. Some invite codes approve automatically; most do not. Approval is not a representation by us about you, or by you about the creator.
• Your referral links resolve only while you are approved and only while your payout account is in good standing. Either may change without notice to you.
• A creator may decline, suspend or remove you at any time, for any lawful reason. We may do the same where you breach these Terms or the Acceptable Use Policy.
• Suspension stops new attribution. It does not cancel commission already earned on genuine sales — see §11.

3. How a sale is attributed to you

A referral is tracked by a first-party cookie set when someone follows your link, and by a durable attribution record written the first time that person is authenticated. Attribution is last-click within the creator’s window: if a buyer follows another affiliate’s link after yours, the sale is theirs.

4. Commission, holds and payment

• Commission accrues on the amount actually collected for a referred sale, after any discount — never on the list price.
• Accrued commission is held until the sale is past its refund window plus the creator’s additional hold, subject to a minimum hold period. Held commission is not yet payable and is not a debt owed to you.
• Commission is paid out only above the creator’s minimum payout threshold. Below it, the balance rolls forward.
• Payment requires a Stripe Express account in your name with payouts enabled. You are responsible for opening it, for the accuracy of what you tell Stripe, and for meeting Stripe’s own requirements. Until then, nothing can be paid.
• Balances in different currencies are held separately and are never converted for you. Each is paid, and clears its threshold, on its own.
• A refund, chargeback or reversal removes the commission on that sale. If it has already been paid, it becomes a debt recoverable from your future commission or, if there is none, directly from you.

5. You are an independent contractor

You are an independent contractor of the creator whose program you join. Nothing here creates an employment, agency, partnership, joint-venture or franchise relationship between you and Intelligena, or between you and a creator. You are not authorised to make any statement, representation, warranty or commitment on behalf of Intelligena, and you must not hold yourself out as doing so.

You control how, when and where you promote. You are responsible for your own business costs, equipment, insurance, licences and registrations, and for all taxes on what you earn — income tax, self-employment tax, sales tax, VAT, GST and anything else. We do not withhold. You will provide any tax documentation lawfully requested by us, by a creator, or by Stripe, and you indemnify us against any tax, penalty or interest a tax authority assesses against us because of your activity or your classification.

6. How you may promote — and the disclosure you must make

6.1 Disclosure is mandatory

Wherever you promote a course — a post, a video, a livestream, an email, a podcast, a story, a comment, a direct message, a website, an ad — you must clearly and conspicuously disclose that you earn a commission if someone buys through your link. This reflects the U.S. Federal Trade Commission’s Endorsement Guides and equivalent rules elsewhere, and it is a condition of your participation, not a suggestion.

• Put the disclosure where the audience will see it before they act on the link — not below a fold, not behind “more”, not only in a bio, not only in a hashtag block.
• Use plain words. “I earn a commission if you buy through this link” is adequate; “#sp”, “#collab” or “affiliate” alone is not.
• In video, say it out loud and show it on screen. In a livestream, repeat it periodically.
• Disclose in the same language as the promotion.

6.2 What you must not do

• Make any claim about a course, a creator, a learner outcome or an income result that is not true and that you cannot substantiate. Do not promise earnings, exam results, job outcomes, qualifications or any guaranteed benefit, and do not imply one.
• Represent yourself as Intelligena, Yoshuko, a creator, an instructor or an employee of any of them.
• Bid on our or a creator’s trade marks, or confusable variants, in paid search; or run ads that direct to a page impersonating ours.
• Register or use a domain, handle, app name or email address that could be mistaken for ours or a creator’s.
• Send unsolicited bulk email or messages, or any communication that breaches CAN-SPAM, GDPR/PECR, the TCPA, or an equivalent law where your audience is.
• Use cookie stuffing, forced clicks, hidden iframes, adware, browser extensions that inject links, typosquatting, incentivised clicks, click farms, self-referral, or referrals from accounts you control.
• Post your link where it breaches the host platform’s own rules.
• Promote alongside content that is unlawful, hateful, sexually explicit, or directed at children under 13.
• Use a creator’s or our copyrighted material, marks or logos beyond what we or they have expressly permitted in writing.

We may void commission on any sale we reasonably believe arose from conduct in this section, and may terminate your participation, retaining unpaid commission attributable to that conduct.

7. No guarantees — earnings, accuracy, payment or continuity

This is the section that describes what you are and are not being promised.

• No earnings guarantee. Nothing here, on the site, in a dashboard, in marketing material or in anything said to you is a promise or projection of any income. Most affiliates earn little or nothing. Any figure shown as an example is an example, not a representation of what you will earn.
• No guarantee of accuracy. Click counts, referral counts, conversion figures, commission amounts, balances, holds and projected payouts are estimates for your information, produced by software, and may be incomplete, delayed, duplicated or wrong. They are not statements of account and not an admission that any sum is owed.
• The payment processor’s record governs. Where a figure in the platform differs from Stripe’s record of what was charged, refunded, reversed or transferred, Stripe’s record is authoritative and the platform figure is corrected to match — including downwards, and including after you have seen it.
• No guarantee of payment timing. Payouts depend on Stripe, on banks and on card-network rules, none of which we control. No payout date is promised, and a delay is not a breach.
• No guarantee of continuity. A creator may change their commission rate, window, hold or threshold, close their program, unpublish a course, leave the platform, or lose their payment account, at any time. We may change or discontinue the affiliate feature. None of these gives rise to a claim for lost future commission.

8. Disclaimer and limitation of liability

The affiliate features are provided “as is” and “as available”. To the fullest extent permitted by law, Intelligena disclaims all warranties, express, implied or statutory, in relation to them — including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

To the fullest extent permitted by law, Intelligena and its officers, directors, employees, agents, suppliers and licensors will not be liable to you for: lost profits, lost income, lost commission, lost sales, lost business opportunity or lost goodwill; any indirect, incidental, special, consequential, exemplary or punitive damages; any commission that was not tracked, was mis-attributed, was mis-calculated, was reversed, was withheld, or was paid late or not at all; any loss of funds, including funds frozen, reversed, misdirected or lost by a payment processor, bank or card network; any act, omission, insolvency or default of a creator or of a payment processor; or any reliance you placed on a figure the platform displayed.

Our total aggregate liability to you arising out of or relating to these Affiliate Program Terms will not exceed the greater of (a) the total commission actually paid to you through the platform in the 12 months immediately before the event giving rise to the claim, and (b) US$100.

This applies however the claim is framed — contract, tort, negligence, strict liability, statute or otherwise — and whether or not we were advised the loss was possible. It applies even if a limited remedy fails of its essential purpose.

Nothing in this section limits liability that cannot be limited by law, including our own fraud, fraudulent misrepresentation, gross negligence or wilful misconduct, death or personal injury caused by our negligence, or any liability a mandatory statute forbids us to exclude. Where you are a consumer outside the United States, §18 of the Terms of Service applies to this document too.

9. Indemnity

You will defend, indemnify and hold harmless Intelligena, its affiliates, and their officers, directors, employees, agents and licensors from and against every claim, demand, investigation, proceeding, loss, liability, damage, fine, penalty, and cost or expense (including reasonable legal fees) arising out of or relating to:

1. anything you publish, say, write, record or send in promoting a course — including any claim that it was deceptive, unsubstantiated, misleading, defamatory, or an undisclosed endorsement;
2. your failure to make the disclosure required by §6.1, including any regulatory action or penalty arising from it;
3. your breach of any advertising, consumer-protection, anti-spam, telemarketing, data-protection or endorsement law, in any jurisdiction where your promotion was seen;
4. your infringement or misuse of anyone’s intellectual property, trade marks, name, likeness, voice or right of publicity;
5. your breach of these Affiliate Program Terms, the Terms of Service or the Acceptable Use Policy;
6. any claim that you were an employee, worker or agent of Intelligena or of a creator, or any claim for wages, benefits, withholding or employment protections;
7. any tax, duty or levy on your commission that a tax authority assesses against us;
8. any dispute between you and a creator, a learner or a payment processor;
9. your negligence or wilful misconduct.

We will notify you of a claim, may participate in its defence with counsel of our own choosing at our own cost, and will not settle in a way that admits your liability without your consent, not unreasonably withheld. You may not settle in a way that admits fault by us, imposes any obligation on us, or affects our rights, without our written consent.

This indemnity is not capped by §8, and survives termination.

10. Set-off and recovery

We and a creator may set off against commission owed to you: any commission attributable to a refunded, charged-back or reversed sale; any commission attributable to conduct voided under §6.2; any overpayment; and any amount you owe under §9. Where the balance is insufficient, the shortfall is a debt payable by you on demand, and we may recover it, with reasonable costs of recovery.

11. Term, termination and what survives

• Either you, the creator, or we may end your participation at any time, with or without cause, on notice.
• On termination your links stop resolving and no further commission accrues.
• Commission genuinely earned on genuine sales before termination is still paid, once it clears its hold and the minimum threshold, unless it is voided under §6.2 or set off under §10. Money owed for sales you actually made is not withheld because the relationship ended.
• Sections 5, 7, 8, 9, 10 and 12 survive termination.

12. Confidentiality, data and general

• Non-public information you learn through the affiliate features — another affiliate’s performance, a creator’s unreleased plans, commercial terms not published — is confidential and must not be disclosed or used outside the program.
• Where you collect personal data in the course of promoting (an email list, for example), you are its controller and are responsible for having a lawful basis, for honouring opt-outs, and for the notices the law requires.
• We may change these Affiliate Program Terms. Material changes are announced at least 30 days in advance and you will be asked to affirm the new version; if you decline, your participation ends and §11 applies.
• Governing law, venue, arbitration and the class-action waiver are as set out in §§17–18 of the Terms of Service, and apply to this document.
• You may not assign these Terms. We may.
• If a provision is unenforceable it is limited or severed to the minimum extent necessary, and the rest stays in force.